8-A12G/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/ A
(AMENDMENT NO. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Fiberstars, Inc.
(Exact Name of Registrant as Specified in Its Charter)

California (State of Incorporation or Organization)	94-3021850 (IRS Employer Identification No.)
44259 Nobel Drive, Fremont, California (Address of Principal Executive Offices)	94538 (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title Of Each Class To Be So Registered	Name Of Each Exchange On Which Each Class Is To Be Registered
None	None

        If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

        If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ý

        Securities Act registration statement file number to which this form relates: N/A

        Securities to be registered pursuant to Section 12(g) of the Act:

Series A Participating Preferred Stock Purchase Rights

(Title of class)

Item 1. Description of Registrant's Securities to be Registered.

        This Amendment No. 1 to Form 8-A is being filed in order to disclose an amendment to a provision governing the "Rights" described in the Company's Registration Statement on Form 8-A dated September 20, 2001. The amended provision has been effected pursuant to the terms of an Amendment No. 1 to Rights Agreement, dated March 26, 2002 between the Company and Mellon Investor Services, LLC, in its capacity as rights agent, a copy of which has been filed herewith and is incorporated herein by reference. A copy of the Rights Agreement was originally filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A dated September 20, 2001.

Item 2. Exhibits.

4.1

Form of Rights Agreement dated as of September 20, 2001 by and between Fiberstars, Inc. and Mellon Investor Services, LLC as rights agent, which includes as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights (filed as Exhibit 4.1 to the Company's Registration Statement on Form 8- A (SEC File No. 000-24230) and incorporated herein by reference).



4.2

Amendment No. 1 to Rights Agreement dated as of March 26, 2002, between Fiberstars, Inc. and Mellon Investor Services, LLC as rights agent.

SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: April 17, 2002.	FIBERSTARS, INC.
	By:	/s/  ROBERT CONNORS Robert Connors Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Exhibit
4.1	Form of Rights Agreement dated as of September 20, 2001 between Fiberstars, Inc. and Mellon Investor Services, LLC as rights agent, which includes as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights (filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A (SEC File No. 000-24230) and incorporated herein by reference).
4.2	Amendment No. 1 to Rights Agreement dated as of March 26, 2002, between Fiberstars, Inc. and Mellon Investor Services, LLC as rights agent.

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FORM 8-A/ A (AMENDMENT NO. 1)

Item 1. Description of Registrant's Securities to be Registered.
Item 2. Exhibits.

SIGNATURE
INDEX TO EXHIBITS

EX-4.2

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EXHIBIT 4.2

AMENDMENT NO. 1

TO

RIGHTS AGREEMENT

        This Amendment No. 1 to Rights Agreement (this "Amendment") is dated as of March 26, 2002 by and between FIBERSTARS, INC., a California corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), with reference to the following:

        A.    The Company and the Rights Agent entered into that certain Rights Agreement dated as of September 20, 2001 (the "Agreement") in order to implement a shareholder rights plan as more fully described therein.

        B.    The Company desires to amend the Agreement in certain respects in order to permit Trigran Investments LP (or any of its affiliates) to purchase additional shares of Common Stock of the Company without triggering the occurrence of the Distribution Date (as defined in the Agreement).

        C.    Under the Agreement, the Company and the Rights Agent may amend the Agreement, at any time prior to the Distribution Date, which has yet to occur.

        NOW, THEREFORE, pursuant to Section 27 of the Agreement, the Company and the Rights Agent hereby amend, effective upon the date hereof, the definition of the term "Acquiring Person" set forth in Section 1(a) of the Agreement such that Section 1(a)(ii) of the Agreement shall read in its entirety as follows:

        "(ii) the term Acquiring Person shall not mean:

        (A)  the Company;

        (B)  any Subsidiary (as such term is hereinafter defined) of the Company;

        (C)  any employee benefit plan of the Company or any of its Subsidiaries;

        (D)  any entity holding securities of the Company organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan;

        (E)  any underwriter acting in good faith in a firm commitment underwriting of an offering of the Company's securities pursuant to arrangements with the Company that have been approved by the Board (however, the exception provided by this clause (E) shall no longer be available in the event that any such underwriter is otherwise an Acquiring Person on or after the date which is forty (40) days after the date of initial acquisition of the Company's securities by such underwriter in connection with such offering);

        (F)  Advanced Lighting Technologies, Inc. (referred to collectively with its Affiliates and Associates as "ADLT"), so long as ADLT is not the Beneficial Owner of a percentage of the outstanding shares of Common Stock that is greater (by more than one percent (1%) of the outstanding shares of Common Stock) than (1) the percentage of the outstanding shares of Common Stock as to which ADLT has Beneficial Ownership on the date hereof or (2) such lesser percentage as to which ADLT has Beneficial Ownership following any transfer or exercise of securities Beneficially Owned by ADLT, or the expiration or cancellation of any securities Beneficially Owned by ADLT, after the date hereof (except that this clause (F) shall pertain only until such time as ADLT has Beneficial Ownership of less than fifteen percent (15%) of the outstanding shares of Common Stock); or

        (G)  Trigran Investments LP, an Illinois limited partnership (referred to collectively with their Affiliates and Associates as "Trigran"), so long as Trigran is not the Beneficial Owner of a percentage of the outstanding shares of Common Stock that is greater (by more than one percent (1%) of the outstanding shares of Common Stock) than (1) the percentage of the

outstanding shares of Common Stock represented by the sum of (x) the shares as to which Trigran has Beneficial Ownership immediately prior to the "Closing" (as that term is defined in that certain Common Stock and Warrant Purchase Agreement, dated March, 2002, entered into by the Company and each of the "Investors" named therein, the "Purchase Agreement"), plus (y) the shares as to which Trigran obtains Beneficial Ownership, pursuant to the transactions described in the Purchase Agreement, or (2) such lesser percentage as to which Trigran has Beneficial Ownership following any disposal of Common Stock by Trigran after such Closing (except that this clause (G) shall pertain only until such time as Trigran has Beneficial Ownership of less than fifteen percent (15%) of the outstanding shares of Common Stock); and"

        This Amendment may be executed in any number of counterparts, each which shall be deemed an original, and all of this together shall constitute one instrument. This Amendment shall be deemed to be a contract made under the laws of the State of the Company's jurisdiction of incorporation and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and to be performed entirely within such state; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent under the Agreement, as amended by this Amendment, shall continue to be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Except as specifically amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed.

[signature page to follow]

        IN WITNESS WHEREOF, this Amendment is executed as of the date first written above.

FIBERSTARS, INC.
By:	/s/  ROBERT G. CONNORS
Name:	Robert G. Connors
Title:	Chief Financial Officer
MELLON INVESTOR SERVICES LLC
By:	/s/  WILLIAM A. DOUGHERTY
Name:	William A. Dougherty
Title:	Assistant Vice President

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EXHIBIT 4.2

AMENDMENT NO. 1 TO RIGHTS AGREEMENT